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1、F-1 1 formf-1.htm As filed with the Securities and Exchange Commission on June 9,2023 Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Roma Green Finance Limited(Exact name of registrant as specified
2、 in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 8742 Not Applicable(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Flat 605,6/F.,Tai Tung Building,8 Flemin
3、g Road,Wanchai,Hong KongTel:+852 2529 6878(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168+1(800)221-0102(Name,address,including zip code,and telephone number,including
4、area code,of agent for service)Copies to:Henry F.Schlueter,Esq.Celia Velletri,Esq.Schlueter&Associates,P.C.5655 South Yosemite St.,Suite 350Greenwood Village,CO 80111Telephone:(303)292-3883Richard I.Anslow,Esq.Lijia Sanchez,Esq.Ellenoff Grossman&Schole LLP1345 Avenue of the AmericasNew York,New York
5、 10105Telephone:(212)370-1300 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of thisregistration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 u
6、nderthe Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statem
7、ent for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effe
8、ctive amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as
9、defined in Rule 405 of the Securities Act of1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revise
10、d financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board toits Accounting Standards Codification after April 5,2012.The registrant hereby
11、amends this registration statement on such date or dates as may be necessary to delay itseffective date until the registrant shall file a further amendment which specifically states that this registration statementshall thereafter become effective in accordance with Section 8(a)of the Securities Act
12、 of 1933 or until the registrationstatement shall become effective on such date as the Commission,acting pursuant to said Section 8(a),may determine.EXPLANATORY NOTE This Registration Statement contains two prospectuses,as set forth below.Public Offering Prospectus.A prospectus to be used for the in
13、itial public offering of 2,458,155 ordinary shares(the“Ordinary Shares”)of the registrant and 546,257 Ordinary Shares of the Selling Shareholder,collectively,(the“Public Offering Prospectus”)through the underwriters named in the Underwriting section of the Public OfferingProspectus.Resale Prospectus
14、.A prospectus to be used for the potential resale by Top Elect,Next Master and Trade Expert(the“Resale Shareholders”)of in aggregate 1,092,513 Ordinary Shares of the registrant held by them,collectively(the“Resale Prospectus”).The Resale Prospectus is substantively identical to the Public Offering P
15、rospectus,except for the following principalpoints:they contain different front covers;all references in the Public Offering Prospectus to“this offering”will be changed to“the IPO,”defined as theunderwritten initial public offering of our Ordinary Shares,in the Resale Prospectus;all references in th
16、e Public Offering Prospectus to“underwriters”will be changed to“underwriters of the IPO”in theResale Prospectus;they contain different Use of Proceeds sections;they contain different“Selling Shareholder”sections;they contain different“Summary The Offering”sections;the section“Shares Eligible For Fut
17、ure Sale Resale Shareholders Resale Prospectus”from the Public OfferingProspectus is deleted from the Resale Prospectus;the Underwriting section from the Public Offering Prospectus is deleted from the Resale Prospectus and a Plan ofDistribution section is inserted in its place;the Legal Matters sect
18、ion in the Resale Prospectus deletes the reference to counsel for the underwriters;and they contain different back covers.The Registrant has included in this Registration Statement a set of alternate pages after the back cover page of the PublicOffering Prospectus(the“Alternate Pages”)to reflect the
19、 foregoing differences in the Resale Prospectus as compared to thePublic Offering Prospectus.The Public Offering Prospectus will exclude the Alternate Pages and will be used for the publicoffering by the registrant.The Resale Prospectus will be substantively identical to the Public Offering Prospect
20、us except for theaddition or substitution of the Alternate Pages and will be used for the resale offering by the Resale Shareholders of the balance oftheir Ordinary Shares that are not being sold pursuant to the Public Offering Prospectus.The information in this prospectus is not complete and may be
21、 changed or supplemented.We may not sell these securitiesuntil the registration statement filed with the Securities and Exchange Commission is effective.This prospectus is not anoffer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where such of
22、fer or saleis not permitted.Subject to Completion,dated June 9,2023 PRELIMINARY PROSPECTUSRoma Green Finance Limited2,458,155 Ordinary Shares and546,257 Ordinary Shares offered by the Selling Shareholder This is an initial public offering of our ordinary shares,US$0.001 par value per share(the“Ordin
23、ary Shares”)of RomaGreen Finance Limited(the“Company”or“we,”“us”or“our”).We are offering,on a firm commitment basis,2,458,155 OrdinaryShares.The Selling Shareholder(as defined herein)is offering 546,257 Ordinary Shares to be sold in the offering pursuant to thisprospectus.We will not receive any pro
24、ceeds from the sale of the Ordinary Shares to be sold by the Selling Shareholder.Weanticipate that the initial public offering price of the Ordinary Shares will be between US$4.00 and US$5.00 per share.Prior to this offering,there has been no public market for our Ordinary Shares.We intend to apply
25、to list our OrdinaryShares on the Nasdaq Capital Market under the symbol ROMA.This offering is contingent upon the listing our Ordinary Shares onthe Nasdaq Capital Market or another national securities exchange.There can be no assurance that we will be successful in listingour Ordinary Shares on the
26、 Nasdaq Capital Market or another national securities exchange.Investing in our Ordinary Shares involves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”beginning on page 18 to read about factors you should consider before buying our Ordinary Shares.We are
27、not a Chinese operating company but a holding company incorporated in the Cayman Islands.As a holdingcompany with no material operations of its own,we conduct our operations in Hong Kong through our subsidiary,Roma RiskAdvisory Limited(“RRA”),incorporated in Hong Kong and Roma Advisory Pte.Ltd.,inco
28、rporated in Singapore(collectively,the“Operating Subsidiaries”).The Ordinary Shares offered in this offering are shares of the Company,a Cayman Islands holdingcompany and not shares of the Operating Subsidiaries.Investors in this offering will not directly hold equity interests in theOperating Subsi
29、diaries.We are an“Emerging Growth Company”and a“Foreign Private Issuer”under applicable U.S.federal securities laws and,as such,are eligible for reduced public company reporting requirements.Please see“Implications of Being an Emerging GrowthCompany”and“Implications of Being a Foreign Private Issuer
30、”beginning on page 16 and 17 of this prospectus for moreinformation.The Ordinary Shares issued to the Resale Shareholders are being registered to provide the Resale Shareholders theopportunity to sell those Ordinary Shares.The Resale Shareholders collectively own 1,092,513 Ordinary Shares that are b
31、eingregistered pursuant to a separate resale prospectus.The Resale Shareholders are not subject to any lock-up or leakage agreementsand have the right to sell the shares being registered at any time after the Ordinary Shares begin trading on the Nasdaq.No resaleof the Ordinary Shares by the Resale S
32、hareholders will occur until the Ordinary Shares begin trading on the Nasdaq and theoffering of Ordinary Shares pursuant to this prospectus is contingent upon listing on the Nasdaq or another national securitiesexchange.Our Operating Subsidiaries conduct their business in Hong Kong,a Special Adminis
33、trative Region of the PRC,and Singapore and some of our clients are PRC companies or listed issuers that may have shareholders or directors thatare PRC individuals.Conducting business in Hong Kong involves risks of uncertainty about any actions the Chinesegovernment or authorities in Hong Kong.There
34、 are significant legal and operational risks associated with being based in or having the majority ofoperations in Hong Kong,including that changes in the legal,political and economic policies of the Chinese government,the relations between China and the United States,or Chinese or U.S.regulations m
35、ay materially and adversely affect ourbusiness,financial condition and results of operations.Further,the Chinese government may disallow our currentcorporate structure,which would likely result in a material change in our Operating Subsidiaries operations and/or amaterial change in the value of the
36、Ordinary Shares being registered in this Offering and it could cause the value of suchsecurities to significantly decline or become worthless.Recently,the PRC government initiated a series of regulatoryactions and made a number of public statements on the regulation of business operations in China w
37、ith little advancenotice,including cracking down on illegal activities in the securities market,enhancing supervision over China-basedcompanies listed overseas,adopting new measures to extend the scope of cybersecurity reviews,and expanding efforts inanti-monopoly enforcement.No effective laws or re
38、gulations in the PRC explicitly require the Company to seek approvalfrom the China Securities Regulatory Commission(the“CSRC”)or any other PRC governmental authorities for theCompanys overseas listing plan,nor has the Company or any of the Operating Subsidiaries received any inquiry,notice,warning o
39、r sanctions regarding the planned overseas listing from the CSRC or any other PRC governmental authorities.However,since these statements and regulatory actions by the PRC government are newly published and official guidanceand related implementation rules have not been issued,it is highly uncertain
40、 what the potential impact such modified ornew laws and regulations will have on the Companys daily business operation,the ability to accept foreign investmentsand list on an U.S.exchange.Any such changes could significantly limit or completely hinder our ability to offer orcontinue to offer our sec
41、urities to investors,and could cause the value of our securities to significantly decline or becomeworthless.See“Prospectus Summary-Recent Regulatory Development in the PRC”beginning on page 14 and“Risk Factors Risks Relating to Doing Business in Hong Kong-We may become subject to a variety of PRC l
42、aws and other regulationsregarding data security or securities offerings that are conducted overseas and/or other foreign investment in China-based issuers,and any failure to comply with applicable laws and regulations could have a material and adverse effect on our business,financialcondition and r
43、esults of operations and may hinder our ability to offer or continue to offer Ordinary Shares to investors and causethe value of our Ordinary Shares to significantly decline or be worthless.”beginning on page 28.On February 17,2023,with the approval of the State Council,the CSRC promulgated the Tria
44、l AdministrativeMeasures of Overseas Securities Offering and Listing by Domestic Companies,or the Trial Measures,and five supportingguidelines,which will come into effect on March 31,2023.Pursuant to the Trial Measures,(i)domestic companies that seekto offer or list securities overseas,both directly
45、 and indirectly,shall complete filing procedures with the CSRC pursuant tothe requirements of the Trial Measures within three working days following their submission of initial public offerings orlisting applications.If a domestic company fails to complete the required filing procedures or conceals
46、any material fact orfalsifies any major content in its filing documents,such domestic company may be subject to administrative penalties,suchas an order to rectify,warnings and fines,and its controlling shareholders,actual controllers,the person directly in chargeand other directly liable persons ma
47、y also be subject to administrative penalties,such as warnings and fines;(ii)if theissuer meets both of the following criteria,the overseas offering and listing conducted by such issuer shall be deemed anindirect overseas offering and listing by a PRC domestic company:(A)50%or more of any of the iss
48、uers operatingrevenue,total profit,total assets or net assets as documented in its audited consolidated financial statements for the mostrecent fiscal year were derived from PRC domestic companies;and(B)the majority of the issuers business activities arecarried out in mainland China,or its main plac
49、e(s)of business are located in mainland China,or the majority of its seniormanagement team in charge of its business operations and management are PRC citizens or have their usual place(s)ofresidence located in mainland China.In such circumstances,where a PRC domestic company is seeking an indirecto
50、verseas offering and listing in an overseas market,the issuer shall designate a major domestic operating entity responsiblefor all filing procedures with the CSRC,and where an issuer makes an application for an initial public offering or listing inan overseas market,the issuer shall submit filings w
51、ith the CSRC within three business days after such application issubmitted.Based on the above mentioned,given that(i)the Company currently does not have,nor do it currently intend toestablish,any subsidiary nor plan to enter into any contractual arrangements to establish a VIE structure with any ent
52、ityin the PRC;(ii)it is not controlled by any PRC entity or individual;(iii)it does not have any operation in the PRC,nordoes it have any partnership or cooperation with any PRC entity or individual;(iv)it currently does not have,nor does itplan to have,any investment,such as owning or leasing any a
53、sset,in the PRC;(v)none of the senior managers in charge ofthe business operations and management are citizens of the PRC or domiciled in mainland China;and(vi)no revenue ofthe Company is generated from the PRC,this offering shall not be deemed as a domestic enterprise that indirectly offer orlist s
54、ecurities on an overseas stock exchange,nor does it requires filing or approvals from the CSRC.Further,as of the date of this prospectus,in the opinion of our PRC legal counsel,Guangdong Wesley Law Firm,the Company is not considered a domestic enterprise under the Trial Measures and the Trial Measur
55、es do not apply to theCompany,and its listing on NASDAQ does not require fulfilling the filing procedure to the CSRC.However,there can beno assurance that the relevant PRC governmental authorities,including the CSRC,would reach the same conclusion as us,or that the CSRC or any other PRC governmental
56、 authorities would not promulgate new rules or new interpretation ofcurrent rules(with retrospective effect)to require us to obtain CSRC or other PRC governmental approvals for thisoffering.If we or our Operating Subsidiaries inadvertently conclude that such approvals are not required,we may berequi
57、red to make corrections,be given a warning,be fined between RMB 1 million and RMB 10 million,warn theresponsible person and impose a fine of not less than RMB 500,000 but not more than RMB 5 million,fine the controllingshareholder not less than RMB 1 million but not more than RMB 10 million,prevent
58、the Company from entering thesecurities market and our ability to offer or continue to offer our Ordinary Shares to investors could be significantlylimited or completed hindered,which could cause the value of our Ordinary Shares to significantly decline or becomeworthless.Our Group may also face san
59、ctions by the CSRC,the CAC or other PRC regulatory agencies.These regulatoryagencies may impose fines and penalties on our operations in the PRC,limit our ability to pay dividends outside of China,limit our operations in the PRC,delay or restrict the repatriation of the proceeds from this offering i
60、nto the PRC or takeother actions that could have a material adverse effect on our business,financial condition,results of operations andprospects,as well as the trading price of our securities.The Holding Foreign Companies Accountable Act(“HFCA Act”)was enacted on December 18,2020.The HFCAAct states
61、 if the SEC determines that a company has filed audit reports issued by a registered public accounting firm thathas not been subject to inspection by the Public Company Accounting Oversight Board of the United States(the“PCAOB”)for three consecutive years beginning in 2021,the SEC shall prohibit the
62、 companys shares from being traded ona national securities exchange or in the over-the-counter trading market in the United States.On June 22,2021,the U.S.Senate passed a bill which,if passed by the U.S.House of Representatives and signed into law,would reduce the number ofconsecutive non-inspection
63、 years required for triggering the prohibitions under the HFCA Act from three years to twoyears.Our auditor,KCCW Accounting Corp(“KCCW CPA”),the independent registered public accounting firm thatissues the audit report included in this prospectus,as an auditor of companies that are traded publicly i
64、n the United Statesand a firm registered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conductsregular inspections to assess KCCW CPAs compliance with applicable professional standards.KCCW CPA isheadquartered in Los Angeles,California and has been inspected by t
65、he PCAOB on a regular basis,with the last inspectionin 2022.Therefore,we believe that,as of the date of this prospectus,our auditor is not subject to the PCAOBdeterminations(as defined below).See“Risk Factors Risks Relating to Doing Business in Hong Kong The PCAOBsHFCAA Determination Report dated De
66、cember 16,2021,that the Board is unable to inspect or investigate completelyregistered public accounting firms headquartered in China or Hong Kong,a Special Administrative Region anddependency of the PRC,because of a position taken by one or more authorities in China or Hong Kong(“theDetermination”)
67、could result in the prohibition of trading in our securities by not being allowed to list on a U.S.exchange,and as a result an exchange may determine to delist our securities,which would materially affect the interest of ourinvestors”on page 26.On August 26,2022,the PCAOB signed a Statement of Proto
68、col with the China SecuritiesRegulatory Commission and the Ministry of Finance of the Peoples Republic of China,taking the first step towardopening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainlandChina and Hong Kong completely,consistent wi
69、th U.S law.It includes three provisions that,if abided by,would grant thePCAOB complete access for the first time:(1)the PCAOB has sole discretion to select the firms,audit engagements andpotential violations it inspects and investigates without consultation with,nor input from,Chinese authorities;(
70、2)procedures are in place for PCAOB inspectors and investigators to view complete audit work papers with all informationincluded and for the PCAOB to retain information as needed;and(3)the PCAOB has direct access to interview and taketestimony from all personnel associated with the audits the PCAOB
71、inspects or investigates.On December 15,2022,thePCAOB announced that it has completed a test inspection of two selected auditing firms in mainland China and HongKong and has voted to vacate its previous Determination report,which concluded in December 2021 that the PCAOB couldnot inspect or investig
72、ate completely registered public accounting firms based in mainland China or Hong Kong.However,if in the future the PCAOB is prohibited from conducting complete inspections and investigations of PCAOB-registeredpublic accounting firms in mainland China and Hong Kong,then the companies audited by tho
73、se registered publicaccounting firms could be subject to a trading prohibition on U.S.markets pursuant to the HFCA Act.There can be noassurance that China will abide by the Statement of Protocol with the China Securities Regulatory Commission and theMinistry of Finance of the Peoples Republic of Chi
74、na and that on-site inspections and investigations of firmsheadquartered in mainland China and Hong Kong will occur and allows for full and timely access to information.The Company holds all of the equity interests in its Hong Kong and Singapore subsidiaries through a subsidiaryincorporated in the B
75、ritish Virgin Islands,or BVI.As we have a direct equity ownership structure,we do not have anyagreement or contract between our Company and any of its subsidiaries that are typically seen in a variable interest entitystructure.Within our direct equity ownership structure,funds from foreign investors
76、 can be directly transferred to ourHong Kong or Singapore subsidiaries by way of capital injection or in the form of a shareholder loan from the Companyfollowing this offering.As a holding company,we may rely on dividends and other distributions on equity paid by ourOperating Subsidiaries for our ca
77、sh and financing requirements.We are permitted under the laws of the Cayman Islandsand our memorandum and articles of association(as amended from time to time)to provide funding to our OperatingSubsidiaries incorporated in Hong Kong and Singapore through loans and/or capital contributions.Our Operat
78、ingSubsidiaries are permitted under the laws of Hong Kong and Singapore(as the case may be)to issue cash dividends to uswithout limitation on the size of such dividends.However,if any of our Operating Subsidiaries incur debt on their ownbehalf,the instruments governing such debt may restrict their a
79、bility to pay dividends.As of the date of this prospectus,notransfers were made from the Company to its Operating Subsidiaries and our Operating Subsidiaries have notencountered difficulties or limitations with respect to their respective abilities to transfer cash between each other.As of thedate o
80、f this prospectus,our Operating Subsidiaries do not maintain cash management policies or procedures dictating theamount of such funding or how funds are transferred.See“Dividends and Dividend Policy”on page 43 of this Prospectusand“Implications of Being a Holding Company”on page 13 of this Prospectu
81、s.There can be no assurance that the PRCgovernment will not restrict or prohibit the flow of cash in or out of Hong Kong.Any restrictions,prohibitions,interventions or limitations by the PRC government on the ability of the Company or our Operating Subsidiaries totransfer cash or assets in or out of
82、 Hong Kong may result in these funds or assets not being available to fund operations orfor other uses outside of Hong Kong.For additional information,see the Companys consolidated financial statements as ofMarch 31,2021 and 2022 and for the years ended March 31,2021 and 2022 and notes thereto on pa
83、ge F-1.As of the date of this prospectus,the Company and the Operating Subsidiaries have not distributed any earnings,nor dothey have any plan to distribute earnings in the foreseeable future.As of the date of this prospectus,none of the OperatingSubsidiaries have made any dividends or distributions
84、 to the Company and the Company has not made any dividends ordistributions to the Companys shareholders or U.S.investors.The Company intends to keep any future earnings to financebusiness operations,and does not anticipate that any cash dividends will be paid in the foreseeable future.Upon completio
85、n of this offering,our issued and outstanding shares will consist of 9,104,277 Ordinary Shares.We will bea controlled company as defined under Nasdaq Stock Market Rule 5615(c)because,immediately after the completion of thisoffering,Top Elect Group Limited,our controlling shareholder,will own 60.07%o
86、f our total issued and outstanding OrdinaryShares,representing 60.07%of the total voting power.Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatorybody has approved or disapproved of these securities or determined if this prospectus is truthful
87、or complete.Anyrepresentation to the contrary is a criminal offense.Per Share Total(4)Initial public offering price(1)US$5.00 US$15,022,060 Underwriting discounts and commissions(2)US$0.35 US$1,051,544 Proceeds to the Company before expenses(3)US$4.65 US$13,970,516 Proceeds to the Selling Shareholde
88、r US$4.65 US$2,540,095 (1)Initial public offering price per share is assumed to be US$5.00.(2)We have agreed to pay the underwriters a discount equal to 7.0%of the gross proceeds of the offering.For a description of theother compensation to be received by the underwriters,see“Underwriting”beginning
89、on page 107.(3)Excludes fees and expenses payable to the underwriters.The total amount of underwriters expenses related to this offering is setforth in the section entitled“Expenses Relating to This Offering”on page 110.(4)Includes US$12,290,775 gross proceeds from the sale of 2,458,155 Ordinary Sha
90、res offered by our Company andUS$2,731,285 gross proceeds from the sale of 546,257 Ordinary Shares offered by the Selling Shareholder.If we complete this offering,net proceeds will be delivered to us and the Selling Shareholder on the closing date.We willnot receive any proceeds from the sale of the
91、 Ordinary Shares by the Selling Shareholder.The underwriters expect to deliver the Ordinary Shares to the purchasers against payment on or about,2023.You should not assume that the information contained in the registration statement of which this prospectus is a part isaccurate as of any date other
92、than the date hereof,regardless of the time of delivery of this prospectus or of any sale of theOrdinary Shares being registered in the registration statement of which this prospectus is a part.No dealer,salesperson or any other person is authorized to give any information or make any representation
93、s inconnection with this offering other than those contained in this prospectus and,if given or made,the information or representationsmust not be relied upon as having been authorized by us.This prospectus does not constitute an offer to sell or a solicitation of anoffer to buy any security other t
94、han the securities offered by this prospectus,or an offer to sell or a solicitation of an offer to buyany securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.SPARTAN CAPITAL SECURITIES,LLC The date of this prospectus is,2023.TABLE OF CONTENTS
95、PageABOUT THIS PROSPECTUS3PRESENTATION OF FINANCIAL INFORMATION4MARKET AND INDUSTRY DATA5SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS6DEFINITIONS7PROSPECTUS SUMMARY8RISK FACTORS18ENFORCEABILITY OF CIVIL LIABILITIES39USE OF PROCEEDS41CAPITALIZATION42DIVIDENDS AND DIVIDEND POLICY43DILUTION44SUMMA
96、RY CONSOLIDATED FINANCIAL AND OTHER DATA45MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS47HISTORY AND CORPORATE STRUCTURE63INDUSTRY OVERVIEW64BUSINESS69REGULATORY ENVIRONMENT78MANAGEMENT82PRINCIPAL AND SELLING SHAREHOLDER87RELATED PARTY TRANSACTIONS88DESCRIPTION
97、OF SHARE CAPITAL89CERTAIN CAYMAN ISLANDS COMPANY CONSIDERATIONS94SHARES ELIGIBLE FOR FUTURE SALE101MATERIAL TAX CONSIDERATIONS102UNDERWRITING107EXPENSES RELATING TO THE OFFERING110LEGAL MATTERS111EXPERTS112WHERE YOU CAN FIND ADDITIONAL INFORMATION113INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 2 Un
98、til _,2023(the 25th day after the date of this prospectus),all dealers that effect transactions in these OrdinaryShares,whether or not participating in this offering,may be required to deliver a prospectus.This is in addition to the dealersobligation to deliver a prospectus when acting as an underwr
99、iter and with respect to their unsold allotments or subscriptions.ABOUT THIS PROSPECTUS Neither we,the Selling Shareholder nor any of the underwriters have authorized anyone to provide you with anyinformation or to make any representations other than as contained in this prospectus or in any free wr
100、iting prospectus we haveprepared.Neither we,the Selling Shareholder nor the underwriters take responsibility for,and provide no assurance about thereliability of,any information that others may give you.This prospectus is an offer to sell only the securities offered hereby,butonly under circumstance
101、s and in jurisdictions where it is lawful to do so.The information contained in this prospectus is accurateonly as of the date of this prospectus,regardless of the time of delivery of this prospectus or any sale of the securities.Ourbusiness,financial condition,results of operations and prospects ma
102、y have changed since that date.For investors outside the United States:Neither we,the Selling Shareholder nor the underwriters have done anything thatwould permit this offering or possession or distribution of this prospectus in any jurisdiction,other than the United States,whereaction for that purp
103、ose is required.Persons outside the United States who come into possession of this prospectus must informthemselves about,and observe any restrictions relating to,the offering of the Ordinary Shares and the distribution of thisprospectus outside the United States.3 PRESENTATION OF FINANCIAL INFORMAT
104、ION Basis of Presentation Unless otherwise indicated,all financial information contained in this prospectus is prepared and presented in accordancewith generally accepted accounting principles in the United States of America(“U.S.GAAP”or“GAAP”).Certain amounts,percentages and other figures included
105、in this prospectus have been subject to rounding adjustments.Accordingly,amounts,percentages and other figures shown as totals in certain tables or charts may not be the arithmeticaggregation of those that precede them,and amounts and figures expressed as percentages in the text may not total 100%or
106、,whenaggregated may not be the arithmetic aggregation of the percentages that precede them.For the purpose of undertaking a public offering of its Ordinary Shares,effective June 23,2022,the Company engaged ina series of re-organizing transactions resulting in 6,562,499 Ordinary Shares issued to Top
107、Elect Group Limited which have beenretroactively restated to the beginning of the first period presented herein.Financial Information in U.S.Dollars Our reporting currency is the Hong Kong dollar.This prospectus also contains translations of certain foreign currencyamounts into U.S.dollars for the c
108、onvenience of the reader.Unless otherwise stated,all translations of Hong Kong dollars intoU.S.dollars were made at HK$1.00 to US$0.1282,representing the mid-point reference rate set by Hong Kong Bank on March 31,2022.We make no representation that the Hong Kong dollar or U.S.dollar amounts referred
109、 to in this prospectus could have beenor could be converted into U.S.dollars or Hong Kong dollars,as the case may be,at any particular rate or at all.4 MARKET AND INDUSTRY DATA Certain market data and forecasts used throughout this prospectus were obtained from internal company surveys,marketresearc
110、h,consultant surveys,reports of governmental and international agencies and industry publications and surveys.Industrypublications and third-party research,surveys and reports generally indicate that their information has been obtained from sourcesbelieved to be reliable.This information involves a
111、number of assumptions and limitations,and you are cautioned not to giveundue weight to such estimates.Our estimates involve risks and uncertainties and are subject to change based on various factors,including those discussed under the heading“Risk Factors”in this prospectus.5 SPECIAL NOTE REGARDING
112、FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that relate to our current expectations and views of future events.These forward-looking statements are contained principally in the sections entitled“Prospectus Summary,”“Risk Factors,”“Useof Proceeds,”“Managements Discu
113、ssion and Analysis of Financial Condition and Results of Operations,”“Industry Overview”and“Business.”These statements relate to events that involve known and unknown risks,uncertainties and other factors,includingthose listed under“Risk Factors,”which may cause our actual results,performance or ach
114、ievements to be materially different fromany future results,performance or achievements expressed or implied by the forward-looking statements.In some cases,these forward-looking statements can be identified by words or phrases such as“believe”,“plan”,“expect”,“intend”,“should”,“seek”,“estimate”,“wi
115、ll”,“aim”and“anticipate”,or other similar expressions,but these are not theexclusive means of identifying such statements.All statements other than statements of historical facts included in this document,including those regarding future financial position and results,business strategy,plans and obj
116、ectives of management for futureoperations(including development plans and dividends)and statements on future industry growth are forward-looking statements.In addition,we and our representatives may from time to time make other oral or written statements which are forward-lookingstatements,includin
117、g in our periodic reports that we will file with the SEC,other information sent to our shareholders and otherwritten materials.These forward-looking statements are subject to risks,uncertainties and assumptions,some of which are beyond ourcontrol.In addition,these forward-looking statements reflect
118、our current views with respect to future events and are not aguarantee of future performance.Actual outcomes may differ materially from the information contained in the forward-lookingstatements as a result of a number of factors,including,without limitation,the risk factors set forth in“Risk Factor
119、s”and thefollowing:our business and operating strategies and our various measures to implement such strategies;our operations and business prospects,including development and capital expenditure plans for our existing business;changes in policies,legislation,regulations or practices in the industry
120、and those countries or territories in which weoperate that may affect our business operations;our financial condition,results of operations and dividend policy;changes in political and economic conditions and competition in the area in which we operate,including a downturn inthe general economy;the
121、regulatory environment and industry outlook in general;future developments in the environmental,social and governance industry and actions of our competitors;catastrophic losses from man-made or natural disasters,such as fires,floods,windstorms,earthquakes,diseases,epidemics,other adverse weather co
122、nditions or natural disasters,war,international or domestic terrorism,civildisturbances and other political or social occurrences;the loss of key personnel and the inability to replace such personnel on a timely basis or on terms acceptable to us;the overall economic environment and general market a
123、nd economic conditions in the jurisdictions in which we operate;our ability to execute our strategies;changes in the need for capital and the availability of financing and capital to fund those needs;our ability to anticipate and respond to changes in the markets in which we operate,and in client de
124、mands,trends andpreferences;and legal,regulatory and other proceedings arising out of our operations.The forward-looking statements made in this prospectus relate only to events or information as of the date on which thestatements are made in this prospectus.Except as required by law,we undertake no
125、 obligation to update or revise publicly anyforward-looking statements,whether as a result of new information,future events or otherwise,after the date on which thestatements are made or to reflect the occurrence of unanticipated events.You should read this prospectus and the documents thatwe refere
126、nce in this prospectus and have filed as exhibits to the registration statement,of which this prospectus is a part,completely and with the understanding that our actual future results or performance may be materially different from what weexpect.This prospectus contains certain data and information
127、that we obtained from the Frost&Sullivan Report and variousother publications.Statistical data in these publications also include projections based on a number of assumptions.Failure of thisindustry to grow at the projected rate may have a material and adverse effect on our business and the market p
128、rice of our OrdinaryShares.Furthermore,if any one or more of the assumptions underlying the market data are later found to be incorrect,actualresults may differ from the projections based on these assumptions.You should not place undue reliance on these forward-lookingstatements.6 DEFINITIONS“Amende
129、d Memorandum of Association”or“Amended Memorandum”means the amended and restated memorandum ofassociation of our Company adopted on September 2,2022,and as supplemented,amended or otherwise modified from time totime,a copy of which is filed as Exhibit 3.1 to our Registration Statement filed with the
130、 SEC on June 9,2023.“Articles of Association”means the amended and restated articles of association of our Company adopted on September 2,2022,as amended from time to time,a copy of which is filed as Exhibit 3.2 to our Registration Statement filed with the SEC on June 9,2023.“Business Day”means a da
131、y(other than a Saturday,Sunday or public holiday in the U.S.)on which licensed banks in the U.S.aregenerally open for normal business to the public.“BVI”means the British Virgin Islands.“Company”or“our Company”means Roma Green Finance Limited,an exempted company incorporated in the Cayman Islandswit
132、h limited liability under the Companies Act on April 11,2022.“Companies Act”means the Companies Act(2022 Revision)of the Cayman Islands.“ESG”means environmental,social and governance.“CAGR”means compounded annual growth rate.“COVID-19”means the Coronavirus Disease 2019.“Exchange Act”means the United
133、 States Securities Exchange Act of 1934,as amended.“Frost&Sullivan”means Frost&Sullivan Limited,an Independent Third Party research and business consulting firm.“GEM”means GEM board of the HKSE.“GEM Listing Rules”means the Rules Governing the listing of securities on GEM.Group,our Group,we,us,or our
134、 means our Company and its subsidiaries or any of them,or where the context sorequires,in respect of the period before our Company becoming the holding company of its present subsidiaries,such subsidiariesas if they were subsidiaries of our Company at the relevant time or the businesses which have s
135、ince been acquired or carried on bythem or as the case may be their predecessors.“HKSE”means The Stock Exchange of Hong Kong Limited.HK$or HKD Hong Kong dollars(s),the lawful currency of Hong Kong.“Hong Kong”means the Hong Kong Special Administrative Region of The Peoples Republic of China.“Independ
136、ent Third Party”means a person or company who or which is independent of and is not a 5%owner of,does not controland is not controlled by or under common control with any 5%owner and is not the spouse or descendant(by birth or adoption)ofany 5%owner of the Company.“KPI”means key performance indicato
137、r,a quantifiable measure of performance over time for a specific objective.“Lucky Time”means Lucky Time Ventures Limited,a company incorporated in the BVI and is our direct wholly-ownedsubsidiary.“Main Board Listing Rules”means the Rules Governing the Listing of Securities on the HKSE.“Memorandum an
138、d Articles of Association”means the Amended Memorandum of Association and the Articles of Association.“Mr.Cheng”means Mr.Cheng King Yip.“Ms.Luk”means Ms.Luk Huen Ling Claire,our executive director and controlling shareholder.“Next Master”means Next Master Investments Limited,a shareholder of the Com
139、pany,wholly-owned by Mr.Zhang Yan.“Operating Subsidiaries”means RRA and Roma(S)and each an“Operating Subsidiary.”“Ordinary Share(s)”means the share(s)of the Company as defined in the Articles of Association.“Pre-IPO Investors”means Next Master and Trade Expert.“PRC”means The Peoples Republic of Chin
140、a,excluding,for the purposes of this prospectus only,Hong Kong,but it should benoted that legal and operational risks associated with operating in The Peoples Republic of China may also be applicable to HongKong.“Resale Shareholders”mean collectively Top Elect,Next Master and Trade Expert,as to 461,
141、295 Ordinary Shares,326,029Ordinary Shares and 305,189 Ordinary Shares,respectively.“RMB”means Renminbi,the lawful currency of the PRC.“Roma(S)”or“Singapore Operating Subsidiary”means Roma Advisory Pte.Ltd.,a company incorporated in Singapore onJanuary 3,2022,and wholly-owned by RRA.“RRA”,“Roma Risk
142、 Advisory”or“Hong Kong Operating Subsidiary”means Roma Risk Advisory Limited,a companyincorporated in Hong Kong on August 2,2018 and an indirect wholly-owned subsidiary of our Company.“SEC”or“Securities and Exchange Commission”means the United States Securities and Exchange Commission.“Securities Ac
143、t”means the U.S.Securities Act of 1933,as amended.“Selling Shareholder”means Top Elect,a pre-existing shareholder of the Company that is selling 546,257 Ordinary Shares in theoffering pursuant to this prospectus.“Singapore”means Republic of Singapore.“Top Elect”means Top Elect Group Limited,a contro
144、lling shareholder of our Company holding 60%of our issued share capital onlisting of the Ordinary Shares on Nasdaq and is wholly-owned by Ms.Luk.“Track Record Period”means the two financial years ended March 31,2021 and March 31,2022.“Trade Expert”means Trade Expert Holdings Limited,a shareholder of
145、 the Company,wholly-owned by Ms.Lana Yaneza.“US$”or“USD”means United States dollar(s),the lawful currency of the United States.7 PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus.This summary may not contain all of theinformation that may be important to y
146、ou,and we urge you to read this entire prospectus carefully,including the“Risk Factors,”“Business”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”sections and ourconsolidated financial statements and notes to those statements,included elsewhere in this prospe
147、ctus,before deciding to invest inour Ordinary Shares.This prospectus includes forward-looking statements that involve risks and uncertainties.See“Special NoteRegarding Forward-Looking Statements.”Unless otherwise stated,all references to“us,”“our,”“we,”the“Company,”andsimilar designations refer to R
148、oma Green Finance Limited,a Cayman Islands exempted company limited by shares.Our Mission Our mission is to provide to our clients a one-stop destination for high-quality and holistic sustainability and climatechange related consulting services to support a more sustainable,balanced and inclusive fu
149、ture for our clients organizations andthe world.Overview The following chart sets forth our corporate structure as of the date of this prospectus.8 Purchasers in this offering are buying shares of the Cayman Islands company whereas all of our operations are conductedthrough our Operating Subsidiarie
150、s.At no time will the Companys shareholders directly own shares of the Operating Subsidiaries.Business of our Operating Subsidiary Our Operating Subsidiaries are principally engaged in the provision of ESG,corporate governance and risk managementas well as sustainability and climate change related a
151、dvisory services.Our service offering mainly comprise the following:Sustainability Program Development:We support our clients sustainable corporate growth and help them to integratesustainability-related strategies across their organization and compile a comprehensive sustainability program.Certain
152、clients mayalso outsource certain aspects of their sustainability program to us for consultation and planning.ESG Reporting:We help clients to build their ESG profile and support their ESG reporting in compliance with theapplicable prevalent ESG-related standard and reporting framework in Hong Kong
153、and Singapore.Certain clients may also utilizetheir ESG reports to support their green and/or sustainable financing arrangements.Corporate Governance and Risk Management:We deliver value-adding services to support clients in managing andenhancing their corporate governance,enterprise risk management
154、,compliance and internal audit activities.Climate Change Strategies and Solutions:We provide guidance and support to clients in building climate strategieswhich align with their climate goals and targets.We also explore opportunities to promote green and sustainable financedevelopment by incorporati
155、ng climate related risk assessment in advisory services for corporations in the financial industry.Environmental Audit:We provide on-site investigations on agreed upon scope with clients to meet clients needs onfulfilling specific environmental requirements and standards.Our team conducts assessment
156、 and audit to identify any materialenvironmental risks and suggest mitigating actions to clients.ESG Rating Support and Shareholder Communication:We help clients to review and improve their ESG/sustainabilityratings with Bloomberg and other rating agencies.Education and Training:We deliver trainings
157、,workshops,discussion forums on ESG and green and sustainable financetopics.Our team of experts also design customizable training programs across various ESG and/or sustainability objectives that aretailored to individual clients needs and enhance their ESG skills.Competitive Advantages We believe t
158、he following competitive strengths differentiate us from our competitors:we are a comprehensive ESG/sustainability services provider;we have a strong client base and experience,notwithstanding our short operating history;and we have an experienced management team and highly trained workforce that al
159、low us to provide efficient andeffective services to our clients.Our strategy Our principal objective is to sustain a continuous growth in our business and strengthen our market position in theenvironmental,social and governance industry in Hong Kong,Singapore and elsewhere with the following strate
160、gies:continuing to increase our market penetration in Hong Kong and Singapore;expanding our worldwide footprint in particular the US;recruiting and retaining professionals;and pursing strategic acquisitions.9 Risks and Challenges Investing in our Ordinary Shares involves risks.You should carefully c
161、onsider the risks set out in the section headed“Risk Factors”beginning on page 18 of this prospectus before making a decision to purchase Ordinary Shares.If any of these risksactually occurs,our business,financial condition or results of operations would likely be materially adversely affected.In su
162、chcase,the trading price of our Ordinary Shares would likely decline,and you may lose all or part of your investment.A summary of these risks include but are not limited to the following:Our revenues,operating income and cash flows are likely to fluctuate.-(See“Risk FactorsRisks Related to ourBusine
163、ss and Industry-Our revenues,operating income and cash flows are likely to fluctuate.”on page 18);We incurred net losses for the year ended March 31,2022 and net income for the year ended March 31,2021respectively and may be unable to generate sufficient operating cash flows and working capital to c
164、ontinue as a goingconcern.Failure to manage our liquidity and cash flows may materially and adversely affect our financial conditionand results of operations.-(See“Risk FactorsRisks Related to our Business and Industry-We incurred net lossesfor the year ended March 31,2022 and net income for the yea
165、r ended March 31,2021 respectively and may beunable to generate sufficient operating cash flows and working capital to continue as a going concern.Failure tomanage our liquidity and cash flows may materially and adversely affect our financial condition and results ofoperations.”on page 18);We rely o
166、n our management team and other key personnel in operating our business.-(See“Risk FactorsRisksRelated to our Business and Industry “We rely on our management team and other key personnel in operating ourbusiness”on page 19);Our revenues are unpredictable due to the nature of our business.-(See“Risk
167、 FactorsRisks Related to our Businessand Industry-Our revenues are unpredictable due to the nature of our business”on page 19);We have a limited operating history and its future revenue and profits are subject to uncertainties.-(See“RiskFactorsRisks Related to our Business and Industry-We have a lim
168、ited operating history and its future revenue andprofits are subject to uncertainties.”on page 19);We may be unable to successfully implement our business strategies and future plans for our Operating Subsidiaries.-(See“Risk FactorsRisks Related to our Business and Industry-We may be unable to succe
169、ssfully implement ourbusiness strategies and future plans for our Operating Subsidiaries”on page 19);Possible adverse impact on our business as a result of a loss of business reputation or negative publicity due to,among others,substandard quality of work or reports.-(See“Risk FactorsRisks Related t
170、o our Business andIndustry-Possible adverse impact on our business as a result of a loss of business reputation or negative publicitydue to,among others,substandard quality of work or reports”on page 20);In general,we do not enter into long-term contracts with its clients,which may expose us to pote
171、ntial uncertaintywith respect to its revenue from time to time.-(See“Risk FactorsRisks Related to our Business and Industry-Ingeneral,we do not enter into long-term contracts with its clients,which may expose us to potential uncertainty withrespect to its revenue from time to time”on page 20);We are
172、 subject to potential exposure to professional liabilities.-(See“Risk FactorsRisks Related to our Businessand Industry-We are subject to potential exposure to professional liabilities”on page 20);We may be adversely affected by the losses or liabilities arising from misstatement or leakage of confid
173、entialinformation handled by us.-(See“Risk FactorsRisks Related to our Business and Industry-We may be adverselyaffected by the losses or liabilities arising from misstatement or leakage of confidential information handled by us.”on page 21);Our business may face risks of clients default on payment.
174、-(See“Risk FactorsRisks Related to our Business andIndustry-Our business may face risks of clients default on payment”on page 21);We may be inadequately insured against losses and liabilities arising from its operations.-(See“Risk FactorsRisksRelated to our Business and Industry-We may be inadequate
175、ly insured against losses and liabilities arising from itsoperations.”on page 21);We may be exposed to risks in relation to compliance standards.-(See“Risk FactorsRisks Related to our Businessand Industry-We may be exposed to risks in relation to compliance standards.”on page 21);We may be exposed t
176、o risks relating to our computer hardware system and data storage.-(See“Risk FactorsRisksRelated to our Business and Industry-We may be exposed to risks relating to our computer hardware system anddata storage”on page 22);Our Groups business may be adversely affected by the downturn of Hong Kongs ec
177、onomy or stock market owing tounforeseen circumstances.-(See“Risk FactorsRisks Related to our Business and Industry-Our Groups businessmay be adversely affected by the downturn of Hong Kongs economy or stock market owing to unforeseencircumstances”on page 22);We may be adversely affected by changes
178、in the laws and regulations governing our customers and the stockexchanges in which they are listed.-(See“Risk FactorsRisks Related to our Business and Industry-We may beadversely affected by changes in the laws and regulations governing our customers and the stock exchanges in whichthey are listed”
179、on page 22);If we fail to implement and maintain an effective system of internal controls,we may be unable to accurately ortimely report our results of operations or prevent fraud,and investor confidence and the market price of our OrdinaryShares may be materially and adversely affected.-(See“Risk F
180、actorsRisks Related to our Business and Industry-If we fail to implement and maintain an effective system of internal controls,we may be unable to accurately ortimely report our results of operations or prevent fraud,and investor confidence and the market price of ourOrdinary Shares may be materiall
181、y and adversely affected.”on page 22);Our Operating Subsidiaries business and operations may be materially and adversely affected in the event of a re-occurrence or a prolonged global pandemic outbreak of COVID-19.-(See“Risk FactorsRisks Related to ourBusiness and Industry-Our Operating Subsidiaries
182、 business and operations may be materially and adverselyaffected in the event of a re-occurrence or a prolonged global pandemic outbreak of COVID-19.”on page 23);A downturn in the Hong Kong or global economy,or a change in economic and political policies of the PRC,couldmaterially and adversely affe
183、ct our Hong Kong Operating Subsidiarys business and financial condition.-(See“RiskFactorsRisks Relating to Doing Business in Hong Kong-A downturn in the Hong Kong or global economy,or achange in economic and political policies of the PRC,could materially and adversely affect our Hong KongOperating S
184、ubsidiarys business and financial condition.”on page 24);Substantially all of our operations are in Hong Kong.However,due to the long arm provisions under the current PRClaws and regulations,the Chinese government may exercise significant oversight and discretion over the conduct ofour business and
185、may intervene in or influence our operations at any time,which could result in a material change inour operations and/or the value of our Ordinary Shares.The enforcement of laws and that rules and regulations inChina can change quickly with little advance notice.The Chinese government may intervene
186、or influence ourOperating Subsidiaries operations at any time,or may exert more control over securities offerings conductedoverseas and/or foreign investment in Hong Kong-based issuers,which could result in a material change in ourOperating Subsidiaries operations and/or the value of the Ordinary Sh
187、ares.-(See“Risk FactorsRisks Relating toDoing Business in Hong Kong-Substantially all of our operations are in Hong Kong.However,due to the long armprovisions under the current PRC laws and regulations,the Chinese government may exercise significant oversightand discretion over the conduct of our bu
188、siness and may intervene in or influence our operations at any time,whichcould result in a material change in our operations and/or the value of our Ordinary Shares.The enforcement of lawsand that rules and regulations in China can change quickly with little advance notice.The Chinese government may
189、intervene or influence our Operating Subsidiaries operations at any time,or may exert more control over securitiesofferings conducted overseas and/or foreign investment in Hong Kong-based issuers,which could result in a materialchange in our Operating Subsidiaries operations and/or the value of the
190、Ordinary Shares”on page 24);10 Although we are based in Hong Kong,if we should become subject to the recent scrutiny,criticism and negativepublicity involving U.S.-listed China-based companies,we may have to expend significant resources to investigateand/or defend the allegations,which could harm ou
191、r Hong Kong Operating Subsidiarys business operations,thisoffering and our reputation,and could result in a loss of your investment in our Ordinary Shares if such allegationscannot be addressed and resolved favorably.-(See“Risk FactorsRisks Relating to Doing Business in Hong Kong-Although we are bas
192、ed in Hong Kong,if we should become subject to the recent scrutiny,criticism and negativepublicity involving U.S.-listed China-based companies,we may have to expend significant resources to investigateand/or defend the allegations,which could harm our Hong Kong Operating Subsidiarys business operati
193、ons,thisoffering and our reputation,and could result in a loss of your investment in our Ordinary Shares if such allegationscannot be addressed and resolved favorably”on page 25);There are political risks associated with conducting business in Hong Kong.-(See“Risk FactorsRisks Relating toDoing Busin
194、ess in Hong Kong-There are political risks associated with conducting business in Hong Kong.”onpage 25);Changes in international trade policies,trade disputes,barriers to trade or the emergence of a trade war may dampengrowth in Hong Kong and other markets where the majority of our Operating Subsidi
195、arys customers reside.-(See“Risk FactorsRisks Relating to Doing Business in Hong Kong-Changes in international trade policies,tradedisputes,barriers to trade or the emergence of a trade war may dampen growth in Hong Kong and other marketswhere the majority of our Operating Subsidiarys customers resi
196、de”on page 26);The Company may rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund anycash and financing requirements it may have,and any limitations or restrictions,prohibitions,interventions orlimitations by the PRC government on the ability of the Compan
197、y or our Operating Subsidiaries to transfer cash orassets in or out of Hong Kong may result in these funds or assets not being available to fund operations or for otheruses outside of Hong Kong,which could have a material and adverse effect on the business.-(See“Risk FactorsRisks Relating to Doing B
198、usiness in Hong Kong-The Company may rely on dividends and other distributions onequity paid by the Operating Subsidiaries to fund any cash and financing requirements it may have,and anylimitations or restrictions,prohibitions,interventions or limitations by the PRC government on the ability of theC
199、ompany or our Operating Subsidiaries to transfer cash or assets in or out of Hong Kong may result in these fundsor assets not being available to fund operations or for other uses outside of Hong Kong,which on the ability of theOperating Subsidiaries to make payments to the Company could have a mater
200、ial and adverse effect on the business”on page 26);The PCAOBs HFCAA Determination report that the Board is unable to inspect or investigate completely registeredpublic accounting firms headquartered in China or Hong Kong,a Special Administrative Region and dependency ofthe PRC,because of a position
201、taken by one or more authorities in China or Hong Kong could result in theprohibition of trading in our securities by not being allowed to list on a U.S.exchange,and as a result an exchangemay determine to delist our securities,which would materially affect the interest of our investors.(See“Risk Fa
202、ctorsRisks Relating to Doing Business in Hong Kong-The PCAOBs Determination Report dated December 16,2021,that the Board is unable to inspect or investigate completely registered public accounting firms headquartered inChina or Hong Kong,a Special Administrative Region and dependency of the PRC,beca
203、use of a position taken byone or more authorities in China or Hong Kong could result in the prohibition of trading in our securities by notbeing allowed to list on a U.S.exchange,and as a result an exchange may determine to delist our securities,whichwould materially affect the interest of our inves
204、tors”on page 26);The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special AdministrativeRegion(the“Hong Kong National Security Law”)could impact our Hong Kong subsidiaries,including one of ourOperating Subsidiaries.(See“Risk FactorsRisks Relating to Doing Business i
205、n Hong Kong-The enactment of Lawof the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region(the“Hong KongNational Security Law”)could impact our Hong Kong subsidiaries,including one of our Operating Subsidiaries.”on page 28);We may become subject to a variety of PRC l
206、aws and other regulations regarding data security or securities offeringsthat are conducted overseas and/or other foreign investment in China-based issuers,and any failure to comply withapplicable laws and regulations could have a material and adverse effect on our business,financial condition andre
207、sults of operations and may hinder our ability to offer or continue to offer Ordinary Shares to investors and causethe value of our Ordinary Shares to significantly decline or be worthless.-(See“Risk FactorsRisks Relating toDoing Business in Hong Kong-We may become subject to a variety of PRC laws a
208、nd other regulations regardingdata security or securities offerings that are conducted overseas and/or other foreign investment in China-basedissuers,and any failure to comply with applicable laws and regulations could have a material and adverse effect onour business,financial condition and results
209、 of operations and may hinder our ability to offer or continue to offerOrdinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless”onpage 28);The Hong Kong legal system is subject to uncertainties which could limit the legal protections available
210、to RRA.-(See“Risk FactorsRisks Relating to Doing Business in Hong Kong-The Hong Kong legal system is subject touncertainties which could limit the legal protections available to RRA”on page 30);An active trading market for our Ordinary Shares may not be established or,if established,may not continue
211、 and thetrading price for our Ordinary Shares may fluctuate significantly.-(See“Risk FactorsRisks Relating to OurSecurities and this Offering-An active trading market for our Ordinary Shares may not be established or,ifestablished,may not continue and the trading price for our Ordinary Shares may fl
212、uctuate significantly”on page30);We may not maintain the listing of our Ordinary Shares on the Nasdaq Capital Market,which could limit investorsability to make transactions in our Ordinary Shares and subject us to additional trading restrictions.-(See“RiskFactorsRisks Relating to Our Securities and
213、this Offering-We may not maintain the listing of our Ordinary Shareson the Nasdaq Capital Market,which could limit investors ability to make transactions in our Ordinary Shares andsubject us to additional trading restrictions.”on page 30);The trading price of our Ordinary Shares may be volatile,whic
214、h could result in substantial losses to investors.-(See“Risk FactorsRisks Relating to Our Securities and this Offering-The trading price of our Ordinary Shares may bevolatile,which could result in substantial losses to investors”on page 31);11 If securities or industry analysts do not publish resear
215、ch or reports about our business,or if they adversely changetheir recommendations regarding our shares,the market price for our shares and trading volume could decline.-(See“Risk FactorsRisks Relating to Our Securities and this Offering-If securities or industry analysts do not publishresearch or re
216、ports about our business,or if they adversely change their recommendations regarding our shares,themarket price for our shares and trading volume could decline.”on page 31);The sale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their marketprice.-(See“
217、Risk FactorsRisks Relating to Our Securities and this Offering-The sale or availability for sale ofsubstantial amounts of our Ordinary Shares could adversely affect their market price.”on page 31);Short selling may drive down the market price of our Ordinary Shares.-(See“Risk FactorsRisks Relating t
218、o OurSecurities and this Offering-Short selling may drive down the market price of our Ordinary Shares.”on page 32);Because we do not expect to pay dividends in the foreseeable future,you must rely on price appreciation of ourOrdinary Shares for a return on your investment.-(See“Risk FactorsRisks Re
219、lating to Our Securities and thisOffering-Because we do not expect to pay dividends in the foreseeable future,you must rely on price appreciation ofour Ordinary Shares for a return on your investment.”on page 32);Because our public offering price is substantially higher than our net tangible book va
220、lue per share,you willexperience immediate and substantial dilution.-(See“Risk FactorsRisks Relating to Our Securities and thisOffering-Because our public offering price is substantially higher than our net tangible book value per share,youwill experience immediate and substantial dilution.”on page
221、32);You must rely on the judgment of our management as to the uses of the net proceeds from this offering,and such usesmay not produce income or increase our share price.-(See“Risk FactorsRisks Relating to Our Securities and thisOffering-You must rely on the judgment of our management as to the uses
222、 of the net proceeds from this offering,andsuch uses may not produce income or increase our share price”on page 33);If we are classified as a passive foreign investment company,United States taxpayers who own our securities mayhave adverse United States federal income tax consequences.-(See“Risk Fac
223、torsRisks Relating to Our Securitiesand this Offering-If we are classified as a passive foreign investment company,United States taxpayers who ownour securities may have adverse United States federal income tax consequences”on page 33);Our controlling shareholder has substantial influence over the C
224、ompany.Its interests may not be aligned with theinterests of our other shareholders,and it could prevent or cause a change of control or other transactions.-(See“Risk FactorsRisks Relating to Our Securities and this Offering-Our controlling shareholder has substantialinfluence over the Company.Its i
225、nterests may not be aligned with the interests of our other shareholders,and it couldprevent or cause a change of control or other transactions.”on page 33);As a company incorporated in the Cayman Islands,we are permitted to adopt certain home country practices inrelation to corporate governance mat
226、ters that differ significantly from Nasdaq corporate governance listing standards.These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaqcorporate governance listing standards.-(See“Risk FactorsRisks Relating to Our Securities and this Offeri
227、ng-Asa company incorporated in the Cayman Islands,we are permitted to adopt certain home country practices in relationto corporate governance matters that differ significantly from Nasdaq corporate governance listing standards.Thesepractices may afford less protection to shareholders than they would
228、 enjoy if we complied fully with Nasdaqcorporate governance listing standards.”on page 34);You may face difficulties in protecting your interests,and your ability to protect your rights through U.S.courts maybe limited,because we are incorporated under Cayman Islands law.-(See“Risk FactorsRisks Rela
229、ting to OurSecurities and this Offering-You may face difficulties in protecting your interests,and your ability to protect yourrights through U.S.courts may be limited,because we are incorporated under Cayman Islands law.”on page 35);Certain judgments obtained against us by our shareholders may not
230、be enforceable.-(See“Risk FactorsRisksRelating to Our Securities and this Offering-Certain judgments obtained against us by our shareholders may not beenforceable.”on page 35);We are an emerging growth company within the meaning of the Securities Act and may take advantage of certainreduced reportin
231、g requirements.-(See“Risk FactorsRisks Relating to Our Securities and this Offering-We are anemerging growth company within the meaning of the Securities Act and may take advantage of certain reducedreporting requirements”on page 36);We are a foreign private issuer within the meaning of the rules un
232、der the Exchange Act,and as such we are exemptfrom certain provisions applicable to United States domestic public companies.-(See“Risk FactorsRisks Relatingto Our Securities and this Offering We are a foreign private issuer within the meaning of the rules under theExchange Act,and as such we are exe
233、mpt from certain provisions applicable to United States domestic publiccompanies.”on page 36);We may lose our foreign private issuer status in the future,which could result in significant additional costs andexpenses.-(See“Risk FactorsRisks Relating to Our Securities and this Offering-We may lose ou
234、r foreign privateissuer status in the future,which could result in significant additional costs and expenses.”on page 36);We will incur significantly increased costs and devote substantial management time as a result of the listing of ourOrdinary Shares on the Nasdaq Capital Market.-(See“Risk Factor
235、sRisks Relating to Our Securities and thisOffering-We will incur significantly increased costs and devote substantial management time as a result of thelisting of our Ordinary Shares on the Nasdaq Capital Market.”on page 37);and The recent joint statement by the SEC,proposed rule changes submitted b
236、y Nasdaq,and an act passed by the U.S.Senate and the U.S.House of Representatives,all call for additional and more stringent criteria to be applied toemerging market companies.These developments could add uncertainties to our offering,business operations,shareprice and reputation.-(See“Risk FactorsR
237、isks Relating to Our Securities and this Offering-The recent jointstatement by the SEC,proposed rule changes submitted by Nasdaq,and an act passed by the U.S.Senate and the U.S.House of Representatives,all call for additional and more stringent criteria to be applied to emerging marketcompanies.Thes
238、e developments could add uncertainties to our offering,business operations,share price andreputation.”on page 37).Holding Foreign Companies Accountable Act The HFCA Act was enacted on December 18,2020.The HFCA Act states if the SEC determines that a company has filedaudit reports issued by a registe
239、red public accounting firm that has not been subject to inspection by the PCAOB for threeconsecutive years beginning in 2021,the SEC shall prohibit the companys shares from being traded on a national securitiesexchange or in the over the counter trading market in the United States.On March 24,2021,t
240、he SEC adopted interim final rules relating to the implementation of certain disclosure anddocumentation requirements of the HFCA Act.A company will be required to comply with these rules if the SEC identifies it ashaving a“non-inspection”year under a process to be subsequently established by the SE
241、C.The SEC is assessing how toimplement other requirements of the HFCA Act,including the listing and trading prohibitions described above.On June 22,2021,the U.S.Senate passed a bill which,if passed by the U.S.House of Representatives and signed intolaw,would reduce the number of consecutive non-insp
242、ection years required for triggering the prohibitions under the HFCA Actfrom three years to two years.On December 2,2021,the SEC issued amendments to finalize rules implementing the submission and disclosurerequirements in the HFCA Act.The rules apply to registrants that the SEC identifies as having
243、 filed an annual report with an auditreport issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect orinvestigate completely because of a position taken by an authority in foreign jurisdictions.On December 16,2021,PCAOB announced th
244、e PCAOB HFCA Act determinations(the“PCAOB determinations”)relating to the PCAOBs inability to inspect or investigate completely registered public accounting firms headquartered inmainland China of the PRC or Hong Kong,a Special Administrative Region and dependency of the PRC,because of a positiontak
245、en by one or more authorities in the PRC or Hong Kong.The PCAOB determinations provide that if the PCAOB is unable toinspect or investigate completely registered public accounting firms headquartered in China or Hong Kong,a SpecialAdministrative Region and dependency of the PRC,because of a position
246、 taken by one or more authorities in China or HongKong,it could result in the prohibition of trading in our securities by not being allowed to list on a U.S.exchange,and as a resultan exchange may determine to delist our securities,which would materially affect the interest of our investors.12 Our a
247、uditor,KCCW CPA,the independent registered public accounting firm that issues the audit report included in thisprospectus,as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB,issubject to laws in the United States pursuant to which the PCAOB c
248、onducts regular inspections to assess KCCW CPA scompliance with applicable professional standards.KCCW CPA is headquartered in Los Angeles California and has been inspectedby the PCAOB on a regular basis,with the last inspection in 2022.Therefore,we believe that,as of the date of this prospectus,our
249、auditor is not subject to the PCAOB determinations.See“Risk Factors Risks Relating to Securities and this Offering Therecent joint statement by the SEC,proposed rule changes submitted by Nasdaq,and an act passed by the U.S.Senate and the U.S.House of Representatives,all call for additional and more
250、stringent criteria to be applied to emerging market companies.Thesedevelopments could add uncertainties to our offering,business operations,share price and reputation.”Our Ordinary Shares maybe prohibited from being traded on a national exchange under the HFCA Act,if the Public Company Accounting Ov
251、ersight Board(the“PCAOB”)is unable to inspect our auditors for three consecutive years,or two years if the U.S.House of Representativespasses the bill discussed above and such bill is signed into law,reducing the number of years from three to two.The delisting ofour Ordinary Shares,or the threat of
252、their being delisted,may materially and adversely affect the value of your investment”onpage 37.We cannot assure you whether Nasdaq or other regulatory authorities will apply additional or more stringent criteria to us.Such uncertainty could cause the market price of our Ordinary Shares to be materi
253、ally and adversely affected.On August 26,2022,the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission andthe Ministry of Finance of the Peoples Republic of China,taking the first step toward opening access for the PCAOB to inspectand investigate registered public acc
254、ounting firms headquartered in mainland China and Hong Kong completely,consistent withU.S law.It includes three provisions that,if abided by,would grant the PCAOB complete access for the first time:(1)the PCAOBhas sole discretion to select the firms,audit engagements and potential violations it insp
255、ects and investigates without consultationwith,nor input from,Chinese authorities;(2)procedures are in place for PCAOB inspectors and investigators to view completeaudit work papers with all information included and for the PCAOB to retain information as needed;and(3)the PCAOB has directaccess to in
256、terview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.On December 15,2022,the PCAOB announced that it has completed a test inspection of two selected auditing firms inmainland China and Hong Kong and has voted to vacate its previous Determination
257、 Report,which concluded in December 2021that the PCAOB could not inspect or investigate completely registered public accounting firms based in mainland China or HongKong.However,if in the future the PCAOB is prohibited from conducting complete inspections and investigations of PCAOB-registered publi
258、c accounting firms in mainland China and Hong Kong,then the companies audited by those registered publicaccounting firms could be subject to a trading prohibition on U.S.markets pursuant to the HFCA Act.Implications of Being a Holding Company As a holding company,we may rely on dividends and other d
259、istributions on equity paid by our Operating Subsidiaries forour cash and financing requirements.As of the date of this prospectus,our Operating Subsidiaries do not maintain cashmanagement policies or procedures dictating the amount of such funding or how funds are transferred.We are permitted under
260、 thelaws of the Cayman Islands to provide funding to our subsidiaries incorporated in Hong Kong and Singapore through loans orcapital contributions without restrictions on the amount of the funds.Our subsidiaries are permitted under the respective laws oftheir place of incorporation to provide fundi
261、ng to us through dividend distribution without restrictions on the amount of the funds,other than as limited by the amount of their distributable earnings.However,if any of our subsidiaries incurs debt on its ownbehalf in the future,the instruments governing such debt may restrict their ability to p
262、ay dividends to us.See“Risk Factors RiskRelated to Doing Business in Hong Kong-The Company may rely on dividends and other distributions on equity paid by theOperating Subsidiaries to fund any cash and financing requirements it may have,and any limitations or restrictions,prohibitions,interventions
263、or limitations by the PRC government on the ability of the Company or our Operating Subsidiaries to transfer cash orassets in or out of Hong Kong may result in these funds or assets not being available to fund operations or for other uses outside ofHong Kong,which on the ability of the Operating Sub
264、sidiaries to make payments to the Company could have a material andadverse effect on the business”on page 26.The structure of cash flows within our organization,and a summary of the applicable regulations,is as follows:1.Our equity structure is a direct holding structure,that is,the overseas entity
265、that is applying to trade on the NasdaqCapital Market in the United States is Roma Green Finance Limited,a Cayman Islands company.See“Our Business History ofthe Company”and“Our Business Corporate Structure”for additional details.2.Within our direct holding structure,the cross-border transfer of fund
266、s within our corporate group is legal and compliantwith the laws and regulations of Hong Kong,the BVI and the Cayman Islands.After investors funds enter Roma Green FinanceLimited,the funds can be directly transferred to Lucky Time.Lucky Time can then transfer the funds to RRA.RRA can thentransfer th
267、e funds to Roma(S).If the Company intends to distribute dividends,Roma(S)will transfer the dividends to RRA in accordance with the lawsof Singapore.RRA will transfer the funds to Lucky Time in accordance with the laws and regulations of Hong Kong.Lucky Timewill transfer the funds to the Company in a
268、ccordance with the laws of the BVI.The Company will then transfer the dividends to allof its shareholders respectively in proportion to the Ordinary Shares they hold,regardless of whether the shareholders are U.S.investors or investors in other countries or regions.13 3.Neither the Company nor any o
269、f its Operating Subsidiaries or Subsidiaries have paid dividends or made distributions toU.S.investors.No funds have been transferred by any of the holding companies to their respective Operating Subsidiaries orSubsidiaries for the fiscal years ended March 31,2021,March 31,2022 and through the date
270、of this prospectus,to fund theirbusiness operations.In the future,any cash proceeds raised from overseas financing activities may be transferred by us to ourOperating Subsidiaries or Subsidiaries via capital contribution or shareholder loans,as the case may be.4.Our Hong Kong Operating Subsidiarys a
271、bility to distribute dividends is based upon their distributable earnings.TheCompanies Ordinance of Hong Kong permits our Hong Kong Operating Subsidiary to pay dividends to its respective shareholdersonly out of their accumulated profits,if any,determined in accordance with applicable accounting sta
272、ndards and regulations.As of the date of this prospectus,the Company and the Operating Subsidiaries have not distributed any earnings,nor dothey have any plan to distribute earnings in the foreseeable future.As of the date of this prospectus,none of the OperatingSubsidiaries have made any dividends
273、or distributions to the Company and the Company has not made any dividends ordistributions to the Companys shareholders or U.S.investors.The Company intends to keep any future earnings to financebusiness operations,and does not anticipate that any cash dividends will be paid in the foreseeable futur
274、e.Recent Regulatory Development in the PRC Recently,the PRC government initiated a series of regulatory actions and statements to regulate business operations incertain areas in China with little advance notice,including cracking down on certain activities in the securities market,enhancingsupervisi
275、on over Chinese-based companies listed overseas using a variable interest entity structure,adopting new measures toextend the scope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.For example,on June 10,2021,the Standing Committee of the National Peoples Congress enacted
276、the PRC DataSecurity Law,which took effect on September 1,2021.The law requires data collection to be conducted in a legitimate and propermanner,and stipulates that,for the purpose of data protection,data processing activities must be conducted based on dataclassification and hierarchical protection
277、 system for data security.On July 6,2021,the General Office of the Communist Party of China Central Committee and the General Office of theState Council jointly issued a document to crack down on certain activities in the securities markets and promote the high-qualitydevelopment of the capital mark
278、ets,which,among other things,requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhance supervision over Chinese-based companies listedoverseas,and to establish and improve the system of extraterritorial application of t
279、he PRC securities laws.On August 20,2021,the 30th meeting of the Standing Committee of the 13th National Peoples Congress voted andpassed the“Personal Information Protection Law of the Peoples Republic of China”,or“PRC Personal Information ProtectionLaw”,which became effective on November 1,2021.The
280、 PRC Personal Information Protection Law applies to the processing ofpersonal information of natural persons within the territory of China that is carried out outside of China where(i)such processingis for the purpose of providing products or services for natural persons within China,(ii)such proces
281、sing is to analyze or evaluatethe behavior of natural persons within China,or(iii)there are any other circumstances stipulated by related laws andadministrative regulations.On December 24,2021,the China Securities Regulatory Commission(“CSRC”),together with other relevant governmentauthorities in Ch
282、ina issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listingby Domestic Companies(Draft for Comments),and the Measures for the Filing of Overseas Securities Offering and Listing byDomestic Companies(Draft for Comments)(“Draft Overseas Listing Regul
283、ations”).The Draft Overseas Listing Regulationsrequire that a PRC domestic enterprise seeking to issue and list its shares overseas(“Overseas Issuance and Listing”)shallcomplete the filing procedures of and submit the relevant information to CSRC.The Overseas Issuance and Listing includes directand
284、indirect issuance and listing.Where an enterprise whose principal business activities are conducted in PRC seeks to issue andlist its shares in the name of an overseas enterprise(“Overseas Issuer”)on the basis of the equity,assets,income or other similarrights and interests of the relevant PRC domes
285、tic enterprise,such activities shall be deemed an indirect overseas issuance andlisting(“Indirect Overseas Issuance and Listing”)under the Draft Overseas Listing Regulations.On December 28,2021,the Cyberspace Administration of China(the“CAC”)jointly with the relevant authoritiesformally published Me
286、asures for Cybersecurity Review(2021)which took effect on February 15,2022,replacing the formerMeasures for Cybersecurity Review(2020)issued on July 10,2021.Measures for Cybersecurity Review(2021)stipulates thatoperators of critical information infrastructure purchasing network products and services
287、,and online platform operators(togetherwith the operators of critical information infrastructure,the“Operators”)carrying out data processing activities that affect or mayaffect national security,shall conduct a cybersecurity review,and any online platform operator who controls more than one millionu
288、sers personal information must undergo a cybersecurity review by the cybersecurity review office if it seeks to be listed in aforeign country.14 The PRC government recently initiated a series of regulatory actions and made a number of public statements on theregulation of business operations in Chin
289、a with little advance notice,including cracking down on illegal activities in the securitiesmarket,enhancing supervision over China-based companies listed overseas using a variable interest entity structure,adopting newmeasures to extend the scope of cybersecurity reviews,and expanding efforts in an
290、ti-monopoly enforcement.On February 17,2023,with the approval of the State Council,the CSRC promulgated the Trial Administrative Measures of Overseas SecuritiesOffering and Listing by Domestic Companies,or the Trial Measures,and five supporting guidelines,which will come into effecton March 31,2023.
291、Pursuant to the Trial Measures,(i)domestic companies that seek to offer or list securities overseas,bothdirectly and indirectly,shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures withinthree working days following their submission of initial public offe
292、rings or listing applications.If a domestic company fails tocomplete the required filing procedures or conceals any material fact or falsifies any major content in its filing documents,suchdomestic company may be subject to administrative penalties,such as an order to rectify,warnings and fines,and
293、its controllingshareholders,actual controllers,the person directly in charge and other directly liable persons may also be subject to administrativepenalties,such as warnings and fines;(ii)if the issuer meets both of the following criteria,the overseas offering and listingconducted by such issuer sh
294、all be deemed an indirect overseas offering and listing by a PRC domestic company:(A)50%or moreof any of the issuers operating revenue,total profit,total assets or net assets as documented in its audited consolidated financialstatements for the most recent fiscal year were derived from PRC domestic
295、companies;and(B)the majority of the issuersbusiness activities are carried out in mainland China,or its main place(s)of business are located in mainland China,or the majorityof its senior management team in charge of its business operations and management are PRC citizens or have their usual place(s
296、)of residence located in mainland China.In such circumstances,where a PRC domestic company is seeking an indirect overseasoffering and listing in an overseas market,the issuer shall designate a major domestic operating entity responsible for all filingprocedures with the CSRC,and where an issuer mak
297、es an application for an initial public offering or listing in an overseas market,the issuer shall submit filings with the CSRC within three business days after such application is submitted.However,since thesestatements and regulatory actions by the PRC government are newly published,their interpre
298、tation,application and enforcementare unclear and there also remains significant uncertainty as to the enactment,interpretation and implementation of otherregulatory requirements related to overseas securities offerings and other capital market activities,or future changes in thisregulatory regime.W
299、e cannot be certain that the competent PRC authority will not take a view that is contrary to ours.Our principal operating subsidiary in Hong Kong,RRA,may collect and store certain data(including certain personalinformation)from our clients,who may be PRC individuals,in connection with their busines
300、s and operations and for“Know YourCustomers”purposes(to combat money laundering).Given that:(i)RRA is incorporated in Hong Kong and is located in HongKong,(ii)we have no subsidiary,VIE structure or any direct operations in mainland China,and(iii)pursuant to the Basic Law ofthe Hong Kong Special Admi
301、nistrative Region(the“Basic Law”),which is a national law of the PRC and the constitutionaldocument for Hong Kong,national laws of the PRC shall not be applied in Hong Kong,except for those listed in Annex III of theBasic Law(which is confined to laws relating to defense and foreign affairs,as well
302、as other matters outside the autonomy ofHong Kong),we do not currently expect the Measures for Cybersecurity Review(2021),the PRC Personal Information ProtectionLaw and the Draft Overseas Listing Regulations to have an impact on our business,operations or this offering,as we do notbelieve that RRA w
303、ould be deemed to be an“Operator”that is required to file for cybersecurity review before listing in the UnitedStates,because(i)RRA was incorporated in Hong Kong and operate in Hong Kong without any subsidiary or VIE structure inmainland China and each of the Measures for Cybersecurity Review(2021),
304、the PRC Personal Information Protection Law and theDraft Overseas Listing Regulations remains unclear whether it shall be applied to a company based in Hong Kong;(ii)as of dateof this prospectus,RRA has in aggregate collected and stored personal information of less than one million users;(iii)all of
305、 thedata RRA has collected is stored in servers located in Hong Kong;and(iv)as of the date of this prospectus,RRA has not beeninformed by any PRC governmental authority of any requirement that it files for a cybersecurity review or a CSRC review.On February 17,2023,with the approval of the State Cou
306、ncil,the CSRC promulgated the Trial Administrative Measuresof Overseas Securities Offering and Listing by Domestic Companies,or the Trial Measures,and five supporting guidelines,whichcame into effect on March 31,2023.Pursuant to the Trial Measures,(i)domestic companies that seek to offer or list sec
307、uritiesoverseas,both directly and indirectly,shall complete filing procedures with the CSRC pursuant to the requirements of the TrialMeasures within three working days following their submission of initial public offerings or listing applications.If a domesticcompany fails to complete the required f
308、iling procedures or conceals any material fact or falsifies any major content in its filingdocuments,such domestic company may be subject to administrative penalties,such as an order to rectify,warnings and fines,andits controlling shareholders,actual controllers,the person directly in charge and ot
309、her directly liable persons may also be subject toadministrative penalties,such as warnings and fines;(ii)if the issuer meets both of the following criteria,the overseas offering andlisting conducted by such issuer shall be deemed an indirect overseas offering and listing by a PRC domestic company:(
310、A)50%ormore of any of the issuers operating revenue,total profit,total assets or net assets as documented in its audited consolidatedfinancial statements for the most recent fiscal year were derived from PRC domestic companies;and(B)the majority of theissuers business activities are carried out in m
311、ainland China,or its main place(s)of business are located in mainland China,or themajority of its senior management team in charge of its business operations and management are PRC citizens or have their usualplace(s)of residence located in mainland China.In such circumstances,where a PRC domestic c
312、ompany is seeking an indirectoverseas offering and listing in an overseas market,the issuer shall designate a major domestic operating entity responsible for allfiling procedures with the CSRC,and where an issuer makes an application for an initial public offering or listing in an overseasmarket,the
313、 issuer shall submit filings with the CSRC within three business days after such application is submitted.Based on the above mentioned,given that(i)the Company currently does not have,nor do it currently intend to establish,any subsidiary nor plan to enter into any contractual arrangements to establ
314、ish a VIE structure with any entity in the PRC;(ii)it isnot controlled by any PRC entity or individual;(iii)it does not have any operation in the PRC,nor does it have any partnership orcooperation with any PRC entity or individual;(iv)it currently does not have,nor does it plan to have,any investmen
315、t,such asowning or leasing any asset,in the PRC;(v)none of the senior managers in charge of the business operations and management arecitizens of the PRC or domiciled in mainland China;and(vi)no revenue of the Company is generated from the PRC,this offeringshall not be deemed as a domestic enterpris
316、e that indirectly offer or list securities on an overseas stock exchange,nor does itrequires filing or approvals from the CSRC.Further,as of the date of this prospectus,in the opinion of our PRC legal counsel,Guangdong Wesley Law Firm,theCompany is not considered a domestic enterprise under the Tria
317、l Measures and the Trial Measures do not apply to the Company,and its listing on NASDAQ does not require fulfilling the filing procedure to the CSRC.However,there can be no assurance thatthe relevant PRC governmental authorities,including the CSRC,would reach the same conclusion as us,or that the CS
318、RC or anyother PRC governmental authorities would not promulgate new rules or new interpretation of current rules(with retrospectiveeffect)to require us to obtain CSRC or other PRC governmental approvals for this offering.If we or our Operating Subsidiariesinadvertently conclude that such approvals
319、are not required,we may be required to make corrections,be given a warning,be finedbetween RMB 1 million and RMB 10 million,warn the responsible person and impose a fine of not less than RMB 500,000 butnot more than RMB 5 million,fine the controlling shareholder not less than RMB 1 million but not m
320、ore than RMB 10 million,prevent the Company from entering the securities market and our ability to offer or continue to offer our Ordinary Shares toinvestors could be significantly limited or completed hindered,which could cause the value of our Ordinary Shares to significantlydecline or become wort
321、hless.Our Group may also face sanctions by the CSRC,the CAC or other PRC regulatory agencies.Theseregulatory agencies may impose fines and penalties on our operations in China,limit our ability to pay dividends outside of thePRC,limit our operations in the PRC,delay or restrict the repatriation of t
322、he proceeds from this offering into the PRC or take otheractions that could have a material adverse effect on our business,financial condition,results of operations and prospects,as well asthe trading price of our securities.Moreover,since these statements and regulatory actions are new,it is highly
323、 uncertain how soon the legislative oradministrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementationsand interpretations will be modified or promulgated,if any.It is also highly uncertain what the potential impact such modified ornew laws
324、 and regulations will have on the daily business operations of RRA,its abilities to accept foreign investments and thelisting of our Ordinary Shares on U.S.or other foreign exchanges.There remains significant uncertainty in the interpretation andenforcement of relevant PRC cybersecurity laws and reg
325、ulations.If the Draft Overseas Listing Regulations are adopted into law inthe future and become applicable to RRA,if RRA is deemed to be an“Operator”,or if the Measures for Cybersecurity Review(2021)or the PRC Personal Information Protection Law becomes applicable to RRA,the business operation of RR
326、A and the listingof our Ordinary Shares in the United States could be subject to the CACs cybersecurity review or CSRC Overseas Issuance andListing review in the future.If the applicable laws,regulations,or interpretations change and RRA becomes subject to the CAC orCSRC review,we cannot assure you
327、that RRA will be able to comply with the regulatory requirements in all respects and ourcurrent practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatoryauthorities.RRA may be required to incur substantial costs and expenses in order to ens
328、ure compliance with the rules andregulations of the CAC or CSRC reviews.If RRA fails to receive or maintain such permissions or if the required approvals aredenied,RRA may be required to cease its business operations until such permissions or approvals are obtained and may,if itcontinues to operate
329、without such permissions or approvals,become subject to fines and other penalties which may have a materialadverse effect on our business,operations and financial condition and may hinder our ability to offer or continue to offer OrdinaryShares to investors and cause the value of our Ordinary Shares
330、 to significantly decline or be worthless.For further information,see“Risk Factors Risks Related to Our Securities and This Offering.”Additionally,due to long arm provisions under the current PRC laws and regulations,there remains regulatory uncertaintywith respect to the implementation and interpre
331、tation of laws in China.We are also subject to the risks of uncertainty about anyfuture actions the Chinese government or authorities in Hong Kong may take in this regard.Should the Chinese government choose to exercise significant oversight and discretion over the conduct of our HongKong Operating
332、Subsidiarys business,it may intervene in or influence our operations.Such governmental actions:could result in a material change in our Hong Kong Operating Subsidiarys operations;could hinder our ability to continue to offer securities to investors;and may cause the value of our Ordinary Shares to s
333、ignificantly decline in value or become worthless.15 As of the date of this prospectus,in the opinion of our Hong Kong legal counsel,Robertsons,we are not required toobtain permissions from any Hong Kong authorities to issue our Ordinary Shares to foreign investors;and in the opinion of ourPRC legal counsel,we are not subject to permission requirements from the PRC authorities,including the CSRC a